Suppose that you are a consultant that gives advice to small entrepreneurial firms that want to become corporations. As you know, becoming incorporated and publicly-traded (issuing common stock) involves adopting Articles of Incorporation, which establish the corporation's Board of Directors structure, the number of authorized and issued shares, voting procedures, etc...

Today, a client walks in your office and explains that she has successfully operated a small restaurant for many years and is ready to expand. Therefore, she wishes to incorporate and raise enough common equity to open new locations all over Florida.

The client, however, is concerned about other firms trying to acquire control of her firm in the future and asks your advice about

1) what voting rules, if put in the articles of incorporation, might discourage a take-over

2) whether the number of directors and the timing of their re-election is an important consideration

3) if there are any other ideas you might have to help her fend off possible take-over attempts.

Give her some advice.